SEC documents reveal Musk SpaceX (SPCX.US) shareholder base: 48.4% shares +85% voting rights, merging Tesla (TSLA.US) is only one step away?

The Zhitong Finance App learned that the SpaceX (SPCX.US) IPO made Elon Musk the first individual in the world with a net worth exceeding 1 trillion US dollars. The SpaceX founder not only holds a huge amount of shares in the company, but also holds a large number of shares in Tesla (TSLA.US), another trillion-dollar company he is in charge of.

Recently, a recent regulatory document from the US Securities and Exchange Commission (SEC) revealed the number of SpaceX shares Musk currently holds. For investors in these two publicly traded companies, this number is critical — especially in the context of market speculation that Musk is pushing to merge the two companies into one.

48.4% shares +85% voting rights: Musk's absolute control over SpaceX

According to SEC documents, as of June 30, Musk actually controlled about 6.42 billion shares of SpaceX, accounting for 48.4% of the company's total share capital. Notably, only 849 million of these shares are Class A common shares; the rest are Class B shares (including restricted stock units and options). Class B shares have ten times more voting power than Class A shares. As a result, Musk controls more than 85% of SpaceX's total voting power and is able to make major commercial decisions unilaterally.

With such overwhelming voting power, SpaceX was able to use shares to make large-scale acquisitions, and Musk's control over the company was almost unaffected.

A typical example is SpaceX's recent $60 billion acquisition of AI coding agency developer Cursor. According to estimates, even if all restricted stock units and options in the transaction were fully exercised, Musk's voting rights declined by less than 1 percentage point.

Given that the Cursor acquisition had little impact on Musk's voting rights, he is fully capable of using SpaceX shares to make larger acquisitions without fear of losing control of the company. This is the core logic behind market speculation that he may seek to merge Tesla with SpaceX.

Why is Musk motivated to push for a merger? The answers are hidden in Tesla's incentive plan

At the beginning of 2024, Musk publicly stated that he wanted to get about 25% of Tesla's voting rights to drive the company's transformation towards AI and robotics. As of June, he held slightly less than 20% of Tesla's shares.

Last fall, Tesla and Musk signed a new incentive package — Musk will receive additional Tesla shares when the company reaches specific market capitalization and other milestones. The key clause is that if Tesla is acquired, some of the milestones will be deemed to have been achieved, and rewards for market capitalization milestones will be determined based on the purchase price. This means that Musk can use SpaceX shares to pay a high premium for Tesla while exchanging more Tesla shares. As a result, his actual relinquishment of control in the company after the merger will be far below what the purchase price suggests.

In fact, he could offer an astonishing premium on Tesla stock without losing the majority voting rights of the company after the merger. As long as the premium is high enough, Tesla shareholders will be motivated to vote for the merger, while on the SpaceX side, the voting power is completely controlled by Musk. So if Tesla shareholders believe SpaceX's shares can preserve their value, then the decision to merge the two companies is actually in Musk's hands.

Why can't SpaceX shareholders laugh when they buy Tesla at a premium?

However, this isn't good news for SpaceX's current shareholders. Acquiring a highly valued Tesla at a large premium is unlikely to be in the best interest of SpaceX shareholders.

A similar situation unfolded in the acquisition of xAI earlier this year — a deal that could be called a “bargain” for the AI company, but it drastically diluted the interests of SpaceX's current shareholders.

Of course, SpaceX's long-term investors are well aware of this. The shareholding ratio disclosed in the SEC document did not reveal any substantial new information to the market—the market had already made rough estimates.

Investing in SpaceX is essentially betting on Musk's vision for the future. The company's current valuation is based on optimistic expectations for long-term revenue growth, profits, and free cash flow. For investors willing to put their chips on Musk, the 48.4% shareholding ratio and 85% voting power are both a source of confidence and the other side of risk.